RE: Update28 Sep 2022 15:24
"As announced on 22 August 2022, the Company is proposing a return of capital to shareholders via a tender offer of up to £5 million.
Documentation to give effect to any such tender offer would be circulated to shareholders in due course, with the current intention that the tender
offer would take place in October. As such Resolution 7 is being proposed to shareholders to enable the Company to undertake a tender offer.
Resolution 7 will be proposed as a special resolution for the authorisation of the Company to purchase its own shares in the market during the
period until the next annual general meeting of the Company for up to 8,333,333 Ordinary Shares, representing approximately 13 per cent.
of the issued ordinary share capital of the Company. The price payable shall not be less than 0.4 pence per share, being the nominal value of
the shares, and for purchases effected by way of a tender offer the price payable shall not be more than 50 per cent. above the average of the
middle market quotations for the Ordinary Shares as derived from the AIM Appendix to the London Stock Exchange’s Daily Official List for the
five business days immediately before a tender offer circular is posted. For any other purchase, the price payable shall not be more than the
higher of (i) five per cent. above the average of the middle market quotations for the Ordinary Shares as derived from the AIM Appendix to the
London Stock Exchange’s Daily Official List for the five business days before the purchase is made, and (ii) the higher of the price of the last
independent trade and the highest current independent purchase bid on the trading venue where the purchase was carried out.
Save to the extent purchased pursuant to the regulations concerning treasury shares any Ordinary Shares purchased in this way will be cancelled
and the number of shares in issue will be accordingly reduced. The Company may hold in treasury any of its own Ordinary Shares that it
purchases pursuant to the relevant regulations and the authority conferred by this resolution. This would give the Company the ability to re-issue
treasury shares quickly and cost effectively and would provide the Company with greater flexibility in the management of its capital base. As
at the Latest Practicable Date, options to subscribe for a total of 3,315,258 Ordinary Shares were outstanding under the Company’s employee
share schemes representing 5 per cent. of the issued share capital of the Company (excluding treasury shares) at that date and 3 per cent. of the
issued share capital of the Company (excluding treasury shares) if the authority sought by resolution 5 were to be exercised in full."